Last modified: August 7, 2026

Welcome to Scribe! Your use of Scribe’s platform, products, services, software and applications (“Services”), and websites and other digital properties (e.g. blogs, social media sites, software code collaboration and contribution communities) (each, a “Website”) is governed by these terms of use (the “Terms” or the “Terms of Use”), so please carefully read them before using the Services or visiting any Websites. For the purposes of these Terms, “we”, “our”, “us”, “Company” and/or “Scribe” refer to Colony Labs, Inc. and its affiliates.

If you are registering for or using the Services on behalf of an organization, you are agreeing to these Terms of Use for that organization and represent and warrant that you have the valid authority to bind that organization to these Terms of Use. In that case, “you” and “your” will also refer to that organization, wherever possible. You must be over 16 years of age to use the Services, and children under the age of 16 cannot use or register for the Services. Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”), which may be presented to you when you access or use the applicable Services or referenced in other documentation made available to you. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms”.

PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS, VISITING ANY WEBSITES, OR USING ANY OF SCRIBE’S SERVICES, YOU AGREE THAT THESE TERMS ARE A LEGALLY BINDING CONTRACT BETWEEN YOU AND US. IF YOU DO NOT AGREE TO BE BOUND TO THESE TERMS OR TO ANY PROVISIONS HEREIN, YOU MUST CEASE ALL USE OF THE SERVICES AND ANY FUTURE VISITS TO ANY WEBSITES.

ARBITRATION AND CLASS ACTION WAIVER NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND SCRIBE WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. SEE SECTION 13 (ARBITRATION AGREEMENT AND CLASS ACTION WAIVER) FOR MORE DETAILS.

1. USE OF THE SERVICES AND COMPANY PROPERTIES.

The Website, the Services, and any applications, software, systems, intellectual property or other property and any know-how used by the Company to make the Website and Services available (collectively, the “Company Properties”) are protected by copyright, trademark, patent, trade secret and/or other intellectual and proprietary rights and laws throughout the world. Subject to the terms herein, including the payment of applicable fees and Customer’s compliance with any Customer Agreement with us (both as defined below), the Company grants to you a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Company Properties Scribe makes available to you for your internal business purposes, subject to compliance with this Agreement.

1.1 Authorized Users and Customer Relationship.

Your usage of our Services is subject to any limitations set forth in the order issued to you or to your organization (such entity, “Customer”, and “you” and “your” as the context requires) whether pursuant to our pricing page, self-serve checkout portals, through a reseller, or directly via any written order form between you or your organization and Scribe (each, an “Order”) and any other terms governing customer’s relationship with Scribe (the “Customer Agreement”). Only users provisioned by Customer or otherwise authorized by Scribe (“Authorized Users”) are permitted to access and use the Services.

Where your organization is the Customer, Customer has separately agreed to the Customer Agreement that permits Customer to create and configure its account so that Authorized Users may register for a Scribe sub-account or otherwise access or use Scribe’s Services. If we believe that there is a violation of these Terms or any of our other policies by you that can be remediated by Customer taking action, we may, but have no obligation to, request, instruct or direct Customer to take action rather than intervene or take such action directly.

You acknowledge and agree that certain data or information you submit to the Services may be governed by the Customer Agreement and is owned by Customer. The Customer Agreement provides Customer with many choices and control over that data. For example, Customer may enable or disable third party integrations, manage permissions, and may request that Scribe share data with a third party, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all of such data. As between Authorized Users and Customers, the information you input into or otherwise make available through the Services is not confidential and may be used by Customer subject to the Customer Agreement and any other understanding directly between you and Customer.

AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF YOUR DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF YOUR DATA AND THE OPERATION OF THE SCRIBE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA PURSUANT TO THE CUSTOMER AGREEMENT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON YOUR DATA, THE SCRIBE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS OR THOSE SET FORTH IN THE CUSTOMER AGREEMENT.

1.2 Authorized Representatives.

Authorized Users may also be an “Authorized Representative” of Customer, which is an authorized third-party that customer authorizes to access its account, like a consultant, advisor or other representative or service provider of Customer. If you are an Authorized User that is also an Authorized Representative, you acknowledge and agree that, in your capacity as an Authorized Representative (i) you may access the Services solely for the purpose of providing the contracted services to Customer in accordance with Customer’s instructions, direction or authorization and otherwise in strict accordance with any agreement or understanding between you and Customer; (ii) any action you take with respect to Customer’s data in, through or from the Services is taken at the direction, instruction or with the authorization of Customer, and (iii) you may provide, access, process and use Customer’s data solely to provide the aforementioned services to Customer in full compliance with these Terms and applicable law. Authorized Users that are also Authorized Representatives further acknowledge and agree that Customer is an intended third party beneficiary of these Terms and may enforce these provisions directly against such Authorized Users in their capacity as Authorized Representatives. In the event you, in your capacity as an Authorized Representative, also have a direct relationship with Scribe memorialized in a written agreement, then, to the extent of any conflict or inconsistency between such direct agreement with Scribe and these Terms, such direct agreement shall take precedence over these Terms and govern and control to the extent of any such conflict and/or inconsistency.

1.3 Updates and Certain Restrictions.

You understand that Company Properties are evolving. As a result, Company may require you to accept updates to Company Properties from time-to-time You acknowledge and agree that subject to applicable legal requirements Company may update Company Properties with or without notifying you. You may need to update third-party software from time to time in order to use Company Properties. Any future release, update or other addition to Company Properties shall be subject to the Terms.

The rights granted to you in the Terms are subject to the following restrictions: you shall not and shall not permit any person to:

(a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Company Properties or any portion of Company Properties (including through a service bureau or outsourcing offering, or otherwise offering the Services on a standalone basis) or use any means or method for masking, pooling, or reducing the measurable number of devices, connections, consumption, or Authorized Users interacting with the Services;

(b) remove or destroy any copyright notices or other proprietary markings contained on or in Company Properties, frame or utilize framing techniques to enclose any trademark, logo, or other Company Properties (including images, text, page layout or form) of Company or use any metatags or other “hidden text” using Company’s name or trademarks;

(c) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, reverse engineer or derive the machine code, source code, system architecture, model weights, and/or the structure, sequence, and organization of any components underlying, comprising, and/or used to perform any part of Company Properties, except to the extent the foregoing restrictions are expressly prohibited by applicable law;

(d) access or use any Company Properties or other data made available by, Scribe to reimplement or attempt to reimplement any Company Properties or the features, interfaces, processes, functionality, or components of any Company Properties;

(e) use any Company Properties or any other data, output, content, response, or other material made available by, exported from, or derived from any Services, to develop, maintain, train, fine-tune, distill, ground, augment, evaluate, validate, or improve any machine learning model, large language model, foundation model, agent, or other artificial intelligence or machine-learning system, or as prompts, completions, training data, evaluation data, synthetic data, test cases, labels, reward signals, or retrieval corpus for any such system, except solely as expressly authorized in writing by Scribe;

(f) use any manual or automated software, agents, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any Company Properties (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Websites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);

(g) access Company Properties while developing, building or maintaining or in order to develop, build, improve or maintain a similar or competitive website, application, product, or service;

(h) use Company Properties for third party research purposes or for purposes of monitoring their availability, performance, or functionality, including any load testing, stress testing, or any other benchmarking purposes, or to determine whether any Services are within the scope of any patent, trademark, copyright or other filing or registration relating to proprietary rights or intellectual property rights; or

(i) use the Company Properties in violation of any applicable law, for illegal activities, for any fraudulent activity or purpose, to engage in harassing, abusive or other inappropriate behavior, or for activities outside their intended purpose or the scope expressly permitted hereunder.

Company, its suppliers, service providers, and other licensors reserve any and all rights not expressly granted in these Terms. Any unauthorized use of Company Properties immediately terminates any and all rights granted to you by Company pursuant to the Terms.

1.4 Third-Party Materials.

Excluding Scribe’s subcontractors and subprocessors, Company Properties may also integrate with, be embedded within, or otherwise contain information from or about third-party products, services, activities or events (“Third-Party Materials”). We have no responsibility to evaluate, verify, maintain, control or take any action with respect to Third-Party Materials and make no representations and warranties with respect to the accuracy, title, completeness, fitness, reliability, quality, nature or any other attributes of Third-Party Materials. Your interactions with Third-Party Materials and their providers are solely between you and the applicable third party, are at your own risk, and may be governed by separate agreements, privacy policies, and other terms imposed by those providers.

2. REGISTRATION.

2.1 Registering Your Account.

In order to access certain features of Company Properties you and/or your Authorized Users may be required to register for an account on the Website or through the Services (“Account”).

2.2 Registration Data.

In registering an account on the Website, you agree to (1) provide true, accurate, current and complete information about yourself, your organization, and your uses of the Company Properties (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent and warrant that you are (i) of legal age to form a binding contract; and (ii) not a person barred from using Company Properties under the laws of the United States, your place of residence, or any other applicable jurisdiction. If you are a parent or legal guardian of an Authorized User under the age of 18 (or the age of legal majority), you will be fully responsible for the acts or omissions of such Authorized User in relation to our Websites and other Services. You may not access or use any Company Properties for any purpose if the aforementioned conditions are not true.

You are responsible for all activities that occur under your Account. You may not share your Account or access credentials like passwords or keys and tokens with anyone (including other Authorized Users), and you agree to (a) notify Company immediately of any unauthorized access to or use of your Account, credentials or any other breach of security relating to Company Properties of which you are aware; and (b) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to immediately and irrevocably suspend or terminate your Account and refuse any and all current or future use of Company Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.

Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Company Properties if you have been previously removed by Company, or if you have been previously banned from any of Company Properties.

2.3 Your Account.

Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Company.

2.4 Necessary Equipment and Software.

You must provide all equipment and software necessary to connect to Company Properties, including but not limited to, a computer that is suitable to connect with and use Company Properties. You are solely responsible for any fees, including Internet connection, that you incur when accessing Company Properties.

3. RESPONSIBILITY FOR CONTENT.

The Company Properties have certain functionality that permits you and Authorized Users to upload, submit, post, generate, publish, modify and share content, including screenshots, workflows, traces, videos, photos, presentations, documents, messages, reviews, comments, text, and other materials (“User Content”). You represent and warrant that you have all rights necessary to provide User Content in the manner you provide, and that such User Content is not unlawful, objectionable, infringing upon any rights of a third party, and will not otherwise violate the rights of any third party or any understanding or agreement you may have with any third party. For the avoidance of doubt, User Content is not “Content”, or “Customer Personal Data” as defined in any Customer Agreement where such data may is processed by Scribe as a “processor” or “service provider” or analogous designation under applicable data protection law, in accordance with Customer's instructions, including those provided with respect to Customer Personal Data pursuant to the Customer Agreement. User Content is not subject to such processing terms or obligations.

When you as a post, publish, submit or otherwise make User Content to Scribe whether individually or as an Authorized User, including on or in Company Properties, you represent and warrant that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display any and all such User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right, personality right, privacy right, or other proprietary right that may exist in your User Content.

You acknowledge that Company has no obligation to pre-screen User Content although Company reserves the right in its sole discretion to pre-screen, refuse or remove any User Content. In the event that Company pre-screens, refuses or removes any User Content, you acknowledge that Company will do so for Company’s benefit, not yours. Without limiting the foregoing, Company shall have the right to remove any User Content that violates the Terms or is otherwise objectionable. Unless expressly agreed to by Company in writing elsewhere, Company has no obligation to store any of Your User Content that you make available on Company Properties. Company has no responsibility or liability for the deletion or accuracy of any User Content; the failure to store, transmit or receive transmission of User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Company Properties. You agree that Company retains the right to create reasonable limits on Company’s use and storage of the User Content, such as limits on file size, storage space, processing capacity, and similar limits described as determined by Company in its sole discretion.

4. OWNERSHIP.

4.1 Company Properties and Content.

Except with respect to User Content, you agree that Company and its suppliers own all right, title and interest in Company Properties and all data and/or content contained or displayed in or through the Company Properties and you agree that you have no right or title in or to any data or content that appears on or in Company Properties. Except for the express rights granted herein, as between you and Scribe, all right, title and interest in Company Properties and Scribe’s marks, registered trademarks, product names and company names or logos mentioned on the Sites or contained in the Services remain vested in Scribe or their respective licensors and may not be copied, imitated or used, in whole or in part, except with our express permission.

4.2 Your User Content.

Company does not claim ownership of User Content. Subject to the following license, as between you and Scribe, you retain all rights in and to your User Content to the extent not containing any proprietary materials of Scribe or its licensors.

You hereby grant Scribe a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, fully-paid up, transferable and sublicensable (through multiple tiers) right and license to access, use, reproduce, modify, adapt, publish, index, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit for all legal purposes your User Content in all media without acknowledgement, notice or compensation to you or any third party, including, without limitation for the purposes of developing, operating, promoting, maintaining, and improving Company Properties and other products, technologies and services, including to train, fine-tune, validate, test, improve or deploy artificial intelligence and machine learning models and algorithms, and de-identifying User Content, and using and disclosing such de-identified data for legally permissible purposes and to make derivative works therefrom. You acknowledge and agree that any such de-identified data is the property of Company.

4.3 Feedback.

You agree that submission of any ideas, suggestions, documents, and/or proposals to Company through any communication channels, including to sales, support or other personnel or via chat functionality or suggestion, feedback, wiki, forum or similar pages on the Sites or Services (“Feedback”) is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, transferable and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Company Properties.

5. USER CONDUCT.

In connection with your use of Company Properties, you shall not and shall not permit any other person to:

5.1 Make available any User Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;

5.2 Harm minors in any way;

5.3 Impersonate any person or entity, including, but not limited to, Company personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;

5.4 Make available any User Content that you do not have a right to make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non- disclosure agreements);

5.5 Make available any content that infringes on or misappropriates or violates the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other intellectual property, proprietary, personality, privacy, or contractual rights;

5.6 Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court; or

5.7 Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.

6. CONFIDENTIALITY.

Scribe collects, uses, processes and shares your information and information about you, including User Content, in accordance with the permissions and restrictions in these Terms and in the privacy Policy available at https://scribe.com/legal/privacy (“Privacy Policy”). Subject to the foregoing, Scribe will protect your Confidential Information exercising reasonable care and will use your Confidential Information only for the purposes set forth in these Terms and the Privacy Policy, including, without limitation, to fulfill its obligations or exercising its rights under these terms and the Privacy Policy. You will not disclose any Scribe Confidential Information without Scribe’s prior written consent, other than furnishing such Confidential Information (i) to your employees and consultants who are required to have access to the Confidential Information in connection with the exercise of your rights or performance of your obligations under these Terms; provided, however, that any and all such employees and consultants are bound by agreements or, in the case of professional advisers, ethical duties, to treat, hold and maintain such Confidential Information in a manner that is consistent with the terms and conditions of this Section (Confidentiality). “Confidential Information” means any information disclosed by either party that should be reasonably understood to be confidential in light of the nature of the information. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

7. FEES AND PURCHASE TERMS.

7.1 Payment.

You agree to pay all fees or charges related to your Account or any Order in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You agree to immediately notify Company of any change in your billing address or payment information. Company reserves the right at any time to change its prices, invoicing practices, and billing and payment methods, either immediately upon posting on Company Properties or by e-mail delivery to you. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.

7.2 Service Subscription Fees.

You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you create your Account and select your subscription package (each, a “Service Commencement Date”). Unless otherwise agreed upon by you and the Company in writing, each subscription will commence as of the Service Commencement Date and continue for the period for which fees have been paid (the “Subscription Term”). Upon the expiration of the Subscription Term, unless otherwise agreed in an Order, your subscription will automatically renew for successive periods of equivalent duration (or the maximum period that is permitted under applicable law), unless either you or Company gives the other written notice of its intent not to renew the subscription at least thirty (30) days prior to the expiration of the then-current Subscription Term. Except as set forth in these Terms, all fees and other charges for the Services are non-cancellable and non-refundable. No contract will exist between you and Company for the Services until Company accepts your order by countersignature, a confirmatory e-mail or other appropriate means of communicating Company’s unequivocal acceptance.

7.3 Taxes.

Company’s Service Subscription Fees and other fees and charges are exclusive of taxes, levies, duties or similar governmental assessments of any nature, including, value-added taxes (e.g., GST, VAT), sales, use, franchise or withholding taxes, assessable by any competent taxing authority in any jurisdiction (“Taxes”). You are responsible for paying any and all Taxes associated with its purchase and use of the Services and other Company Properties, excluding Taxes based on Scribe’s net income, net worth, asset value, property value, or employment. If any Services, or payments for any Services, under these Terms are subject to Taxes in any jurisdiction and you have not remitted the applicable Taxes to Company, you will be responsible for the payment of such Taxes and any related penalties or interest to the relevant tax authority, and you will indemnify and hold harmless Company for any liability or expense we may incur in connection with such Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable Taxes.

7.4 Free Trials and Other Promotions.

Any free trial or other promotion that provides you or any Authorized User access to or additional features of the Services must be used within the specified time of the trial or promotion. At the end of the trial or promotion period, your use of that Service will expire and any further use of the Service is prohibited unless you agree to pay the applicable charges and fees. If you are inadvertently charged for a subscription, please contact Company at [email protected].

7.5 Disputes.

You must notify us in writing within seven (7) days after receiving your invoice, if you dispute any charges (including Taxes) or fees (including Service Subscription Fees) or such dispute will be deemed waived for all purposes. Billing disputes should be notified to the following address: [email protected].

8. INDEMNIFICATION.

8.1 Indemnification by Scribe.

Company agrees to defend and hold you harmless from any losses, costs, liabilities and expenses (including reasonable and documented out-of-pocket attorneys’ fees and mandatory court or arbitral costs) relating to or arising out of third-party claims to the extent resulting from or alleged to have resulted from the Services’ infringement of a third party’s intellectual property rights. In response to an actual or potential infringement claim, Scribe may, at its option: (a) procure rights for your continued use of the alleged infringing Services, (b) replace or modify the alleged infringing portion of the Services without reducing the overall functionality of the Services, or (c) terminate the affected Subscription Term and refund you any pre-paid, unearned fees for the terminated portion of the Subscription Term. Scribe’s indemnification obligations do not apply to the extent an infringement claim is caused by or arises from: (a) your modification or unauthorized use of the Services, (b) use of the Services in combination with items not provided by Scribe (including Third-Party Materials), or (c) Third-Party Materials, User Content or your use of the Company Properties in violation of these Terms.

Scribe’s indemnification obligations are subject to you providing Scribe with: (a) sufficient notice of the indemnifiable claim so as to not prejudice its defense, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim, at Scribe’s costs and expense, and (c) all reasonably requested cooperation. You may participate in the defense of an infringement claim with its own counsel at its own expense. You may not settle any indemnifiable claim hereunder without Scribe’s prior express written consent, and Scribe may not settle such claim without your prior written consent if settlement would require you to admit fault or take or refrain from taking any action (other than relating to use of the Company Properties).

This Section (Indemnification by Scribe) sets out your exclusive remedy and Scribe’s entire liability regarding infringement of third-party intellectual property rights.

8.2 Indemnification by You.

You agree to indemnify and hold Company, its parents, subsidiaries, and affiliates, and its and their respective directors, members, managers, officers, employees, contractors, agents, advisors and licensors (collectively, the “Company Parties”) harmless from any and all losses, costs, liabilities, damages and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) User Content; (b) your use of, or inability to use, Company Properties; (c) your or your Authorized Users’ violation of these Terms and/or the Privacy Policy; (d) your or your Authorized Users’ violation of any rights of another party; or (e) your or your Authorized Users’ violation of any applicable laws, rules or regulations.

Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses. This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party’s fraud, material, misrepresentation or willful misconduct. You agree that the provisions in this section will survive any termination of your Account, these Terms or your access to any Company Properties.

9. DISCLAIMER OF WARRANTIES AND CONDITIONS.

YOU UNDERSTAND, ACKNOWLEDGE AND EXPRESSLY AGREE THAT YOUR USE OF THE ALL COMPANY PROPERTIES, INCLUDING THE SERVICES, IS AT YOUR SOLE RISK AND THAT THE SERVICES AND OTHER COMPANY PROPERTIES ARE PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE”. NEITHER SCRIBE NOR ANY OF, ITS AFFILIATES OR THEIR RESPECTIVE LICENSORS MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SCRIBE, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF ANY COMPANY PROPERTIES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF ANY COMPANY PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) CONTENT OR DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE. FROM TIME TO TIME, COMPANY MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT COMPANY’S SOLE DISCRETION. SCRIBE IS NOT LIABLE FOR ANY DELAYS, FAILURES OR PROBLEMS INHERENT IN THE USE OF THE INTERNET OR ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OF SCRIBE’S CONTROL (E.G., THIRD-PARTY MATERIALS).

10. LIMITATION OF LIABILITY.

YOU UNDERSTAND, ACKNOWLEDGE AND EXPRESSLY AGREE THAT SCRIBE, ITS AFFILIATES, AND ANY OTHER COMPANY PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY INTERRUPTION OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS IN REVENUE, LOST PROFITS, LOST DATA, LOST GOODWILL OR OTHER INTANGIBLE LOSS, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE. IN NO EVENT SHALL SCRIBE’S AGGREGATE LIABILITY TO YOU IN CONNECTION WITH OR ARISING FROM THESE TERMS AND THE PRIVACY POLICY OR YOUR USE OF ANY COMPANY PROPERTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT THAT YOU HAVE ACTUALLY PAID TO SCRIBE IN IMMEDIATELY AVAILABLE FUNDS FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY, OR ONE THOUSAND DOLLARS ($1,000.00), WHICHEVER IS GREATEST. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN NO EVENT SHALL WE BE LIABLE FOR SLIGHT NEGLIGENCE OR ANY DIRECT DAMAGES THAT WERE NOT TYPICAL OR REASONABLY FORESEEABLE.

11. REMEDIES.

In the event that Company determines, in its sole discretion, that you or any Authorized User under your Account has breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Company Properties, Company reserves the right, at its sole option and election, to:

1. Warn you via e-mail (to any e-mail address you have provided to Company) that you or an Authorized User has violated the Terms;
2. Delete any User Content made available by you, your Authorized Users, or your and/or their respective agent(s) from the Company Properties;
3. Immediately suspend your Account or any access to any of the Company Properties;
4. Immediately terminate your Account and your subscription to any Services;
5. Notify and/or send User Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
6. Pursue any other action or remedy available under these Terms and at law.

12. TERM AND TERMINATION.

12.1 Term.

These Terms are effective as of the earliest of (1) the date when you accept these Terms; (2) your access to or use of any Company properties; (3) the creation of your Account, whether by you or by Customer pursuant to a Customer Agreement, and will remain in full force and effect while you use Company Properties, and for the duration of your Subscription Term, if applicable. Nothing herein shall override the survival terms herein.

12.2 Termination of Services by Company.

If timely payment of amounts owing to Scribe is not made in full for any reason, if you breach any provision of these Terms, become insolvent, abuse or unreasonably interfere with the operation of the Services, or Company is otherwise required to do so by law (e.g., where the provision of the Website or the Services is, or becomes, unlawful), Company has the right to, immediately and without notice, suspend or terminate these Terms, your Account and any Services provided to you. You agree that all terminations for cause shall be made in Company’s sole discretion and that Company shall not be liable to you or any third party for any termination of your Account. If your Accounts or registrations with or ability to access Company Properties is discontinued by Company, then you agree that you shall not attempt to re-register with or access Company Properties through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Company Properties to which your access has been terminated.

12.3 Termination of Services by You.

You may always close your Account either by using tools made available within the applicable Company Properties, or by sending a request to Scribe at [email protected]. If you have a paid subscription for Services, you are responsible for paying the full amount of your paid subscription for the entire Subscription Term, regardless of whether or not you close your Account or terminate your use of the Services early. Furthermore, the Services will continue at the end of each subscription period unless you cancel your subscription in accordance with the procedure set forth in Section 7 (Fees and Purchase Terms). In the event that Scribe materially breaches a material provision of these Terms and fails to cure such material breach within thirty (30) days of receiving notice of such breach with a demand to cure sent to both [email protected] and [email protected], you may terminate these Terms and/or your Subscription Term with respect to any subscribed Services under an Order.

12.4 Effect of Termination.

Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your passwords and other Credentials and all related information, files and User Content associated with or inside your Account (or any part thereof). Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of User Content associated therewith. Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of User Content. All provisions of these Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, data use rights, warranty disclaimers, indemnification obligations, and limitation of liability.

13. ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER CAREFULLY (“ARBITRATION AGREEEMENT”). IT LIMITS YOUR RIGHTS AND REQUIRES YOU TO ARBITRATE DISPUTES WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

13.1 Applicability of Arbitration Agreement.

You agree that any dispute or claim relating in any way to your access or use of the Company Properties, to any products sold or distributed through the Company Properties, or to any aspect of your relationship with Scribe, will be resolved by binding arbitration before a neutral arbitrator subject to the rules and procedures of an arbitral body, rather than in court before a judge and jury, except that (1) you may assert claims in the small claims courts of San Francisco County if your claims qualify to be brought there, and (2) you or Scribe may seek equitable relief in court for infringement, misappropriation or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before or after the last updated date of these Terms or any effective date of a Customer Agreement.

13.2 Arbitration Rules and Forum.

The Federal Arbitration Act and, where applicable, the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (“NY Convention”) (each in effect as of the date the arbitration agreement is invoked), including its procedural provisions govern the interpretation and enforcement of this Arbitration Agreement. The final and binding arbitration will be conducted in San Francisco County, California, by the American Arbitration Association (“AAA”) subject to the then-current version of (a) for disputes greater than twenty-five thousand United States Dollars ($25,000), (1) AAA’s Consumer Arbitration Rules, if you are a consumer; and (2) AAA’s Commercial Arbitration Rules, if you are not a consumer; or (b) for disputes, causes of action or claims equal to or less than twenty-five thousand United States dollars ($25,000), AAA’s Procedures for the Resolution of Disputes through Document Submission (the “AAA Rules”). The AAA Rules and procedures are available on their website available at http://www.adr.org. The arbitration will be held before a single arbitrator appointed in accordance with the AAA Rules. Subject to the AAA Rules, the provisions of the United States Federal Rule of Civil Procedure shall apply and be enforced by the arbitrator. To the extent anything described in this Arbitration Agreement conflicts with the AAA Rules, the language of this Arbitration Agreement applies. If you are a consumer and are initiating the arbitration, you will pay the consumer filing fee, and we will pay the remaining AAA fees and costs; provided that we shall not be obligated to pay such costs and you will reimburse us to the extent we have paid such costs if the arbitrator determines your claim or filing is (1) frivolous, (2) brought for an improper purpose (as measured by the standards set forth in the Federal Rule of Civil Procedure, state law or the AAA Rules, as applicable), or (3) made jointly or in concert or coordinating with other Users or Customers, including by or with the assistance of the same or coordinated counsel. For any arbitration initiated by us, we will pay all AAA fees and costs.

The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Company. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to (1) grant motions dispositive of all or part of any claim; (2) award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules that is not inconsistent with these Terms (including the Arbitration Agreement); and (3) award relief on an individual basis that a judge in a court of law would have, except that these Terms or any other agreement between you and Scribe cannot be modified other than in accordance with the severability clause in these Terms. The arbitrator shall issue a written award based on the evidence admitted and the substantive law of the State of California and the United States, as applicable, and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded, in each case, for each issue and counterclaim.

This Arbitration Agreement does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party. Except as provided in the FAA and/or the NY Convention, the arbitration award will be final and binding on the parties. Judgment, including injunctive and equitable relief as may be awarded, may be entered in any court of competent jurisdiction.

13.3 Waiver of Untimely Claims.

TO THE EXTENT PERMITTED BY LAW, ANY DISPUTE, CAUSE OF ACTION OR CLAIM SUBJECT TO THIS ARBITRATION AGREEMENT MUST BE SUBMITTED TO BINDING ARBITRATION IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT NO LATER THAN ONE (1) YEAR AFTER SUCH DISPUTE, CAUSE OF ACTION OR CLAIM AROSE OR SUCH DISPUTE, CAUSE OF ACTION OR CLAIM IS FOREVER BARRED AND PRECLUDED AND YOU SHALL HAVE NO FURTHER RIGHT TO ADVANCE SUCH DISPUTE, CAUSE OF ACTION OR CLAIM IN ARBITRATION, COURT OR OTHERWISE.

13.4 Waiver of Jury Trial.

YOU AND COMPANY HEREBY EXPRESSLY, UNCONDITIONALLY AND KNOWINGLY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. YOU AND COMPANY ARE INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION PURSUANT TO THE TERMS OF THIS ARBITRATION AGREEMENT.

13.5 Waiver of Class or Other Non-Individualized Relief; Bellwether Process for Multiple Cases.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED AND MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, JOINT, COORDINATED OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. IF A DECISION IS ISSUED STATING THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF THE ARBITRATION AGREEMENT OR SUCH LIMITATIONS AS TO A GIVEN CLAIM FOR RELIEF, THEN THE CLAIM MUST BE SEVERED FROM THE ARBITRATION AND BROUGHT INTO THE STATE OR FEDERAL COURTS LOCATED IN SAN FRANCISCO COUNTY, CALIFORNIA AND ALL OTHER CLAIMS NOT SEVERED SHALL BE ARBITRATED IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT.

Notwithstanding and without limiting the foregoing limitations, in the event that 10 (ten) or more similar claims are asserted against you or against Scribe, or any number of claims lower than or in excess of ten (10) are brought by individuals using the same or coordinated counsel, whether or not such claims are brought simultaneously (but are otherwise in close proximity in time) (a “Coordinated Claim”), then the “AAA Rules” shall refer to the AAA Supplementary Rules for Multiple Case Filings (including, for purposes of the calculation and payment of fees the AAA Multiple Consumer Case Filing Fee Schedule), which will govern and control. Counsel for the claimants and Scribe shall each select five (5) filings, (ten (10)) filings total) to proceed in individual arbitration proceedings before a single arbitrator appointed pursuant to the AAA Rules (“Bellwether Filings”) while all remaining claims are stayed and held in abeyance pending resolution of the Bellwether Filings. The remaining Coordinated Claims shall be deemed filed for purposes of the statute of limitations but not for the purpose of assessing arbitral fees (other than initial filing/administrative fees and any fees associated with the arbitrator's selection of Bellwether Filings, as applicable), each of which shall be tolled during the pendency of the initial individual arbitration proceedings. To reach an efficient, cost-effective and fair resolution for all interested parties involved with the Coordinated Claims, the parties to the Bellwether Filings shall work in good faith with the arbitrators to complete each Bellwether Filing within ninety (90) days of its initial pre-hearing conference. Following the resolution of all of the Bellwether Filings, the parties to the remaining Coordinated Filings shall engage in a global mediation, administered by a panel of three (3) mediators (appointed by the arbitrator assigned to the Bellwether Filings) in accordance with this Arbitration Agreement, of all remaining disputes, claims and demands for arbitration comprising the Coordinated Claims. If the parties to the Coordinated Claims cannot resolve the remaining claims and demands within sixty (60) days following the commencement of the global mediation, the remaining demands for arbitration comprising the Coordinated Claims shall be administered by AAA on an individual basis pursuant to the AAA Rules.

13.6 30-Day Right to Opt Out.

If you are a consumer, you have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your opt-out to Company at [email protected], within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Company username (if any), the email address you used to set up your Company account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us. Notwithstanding any provision in this Agreement to the contrary, we also agree that if Company makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Company at [email protected]in accordance with the procedures outlined above, and you will continue to be bound by the provisions of the agreement to arbitrate previously accepted.

13.7 Severability; Survival.

If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. This Arbitration Agreement will survive the termination of your relationship with the Company.

14. GENERAL PROVISIONS.

14.1 Electronic Communications.

The communications between you and Company use electronic means, whether you visit Company Properties or send Company e-mails, or whether Company posts notices on Company Properties or communicates with you via e-mail. You acknowledge that you are able to electronically receive, download, and print these Terms, and that you (1) consent to do business with Scribe electronically, (2) consent to receive communications from Company in an electronic form; and (3) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

14.2 Release.

To the maximum extent permitted by applicable law, you hereby release Company Parties and their successors and assigns from any and all claims, demands, and causes of action and any and all losses, damages, damages and liabilities of any kind arising therefrom, including personal injuries, death, and property damage that is either directly or indirectly related to or arises from your use of User Content. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Company Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with any Company Properties.

14.3 Assignment.

Scribe may, in its sole discretion, use subprocessors, subcontractors, vendors or agents to make the Company Properties available to you, and may change our use of such parties at any time without notice to you, but will remain responsible for the acts and omissions of such third parties as if performed by Scribe directly. These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

14.4 Governing Law; Jurisdiction and Venue.

These Terms, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to these Terms, or the negotiation, execution or performance of these Terms (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with these Terms or as an inducement to enter into or accept these Terms), shall be governed by, and enforced in accordance with, the internal laws of the State of California, including its statutes of limitations, without regard to any borrowing statute that would result in the application of the statute of limitations of any other jurisdiction. Subject to the Arbitration Agreement and the forum and choice of law described therein, to the extent the parties must submit to litigation or otherwise resolve a dispute in a court, both you and Scribe expressly agree that all claims and disputes arising out of or relating to these Terms, the Privacy Policy and/or your access to or use of any Company Properties will be litigated exclusively in the State or Federal Courts located in San Francisco County, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these terms.

14.5 Notice.

Scribe may provide notifications, whether such notifications are required by law or other business-related purposes, to you via email or mobile messaging notice, business or personal mail, written or hard copy notice, or through posting of such notice on the Company Properties, as determined by Scribe in its sole discretion. Where Company requires that you provide an e-mail address, you are responsible for providing Company with your most current e-mail address. In the event that the last e-mail address you provided to Company is not valid, your or your network’s automatic filtering prevents delivery, or for any reason such address is not capable of delivering to you any notices required by and/or permitted under the Terms, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice about account-specific actions to [email protected], and to the Company at the following address: 427 Brannan St, San Francisco, CA, 94107. Such notice shall be deemed given when received by Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

14.6 Waiver.

No waiver of any rights will be effective unless assented to in writing by the waiving party. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

14.7 Severability.

If any portion of these Terms is held invalid, illegal or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, or, if necessary to preserve enforceability of the balance hereof, severed from these Terms, and the remaining portions shall remain in full force and effect.

14.8 Business Use Only.

The Services made available to you are workplace tools intended for use by businesses and organizations and their respective personnel, vendors and other individuals engaged with these entities for employment and business purposes, and not for personal, household or other consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply to your use of the Services, to these Terms, or to your relationship with Scribe; provided that, if any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our sole option) to the replacement, repair or resupply of the subject Company Properties or the pro rata refund to Customer of prepaid and unearned fees in connection with any Customer Agreement.

14.9 No Agency; No Third-Party Beneficiaries.

Nothing contained herein or any of the agreements or instruments referenced in these Terms creates any association, partnership, agency, employment relationship or joint venture between you and Scribe, or will be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner. Except as set forth in the Section entitled “Authorized Users and Customer Relationship”, you expressly agree that these Terms are not enforceable by any third party, including under the Contracts (Rights of Third Parties) Act 1999, and that no third party is an intended beneficiary of these Terms.

14.10 Changes to the Terms.

These Terms may be amended or updated from time-to-time without notice and with immediate effect upon publishing the update Terms of Use, and may have changed since your last visit to the Website or another Company property, or use of the Services. It is your responsibility to review these Terms for any changes.

When material changes are made, Company will make a new copy of the Terms of Use available to you whether on or through the Services or Website, or by contacting you directly (e.g., email). We will also update the “Last Updated” date at the top of the Terms of Use. By continuing to access or use the Services after revisions become effective or you are aware of such changes, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop using the Services and visiting the Websites.

14.11 Force Majeure.

Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

14.12 Entire Agreement.

These Terms, inclusive of the Scribe Privacy Policy available at https://scribe.com/legal/privacy, and any applicable Order and Supplemental Terms, are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

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